ALFRED H. BENNETT, District Judge.
Before the Court is Plaintiffs Preston Marshall and Rusk Capital Management, LLC's (collectively, "Plaintiffs") Motion to Remand (Doc. #8), Plaintiffs' Motion to File Amended Complaint (Doc. #9), Defendant MarOpCo, Inc.'s ("MarOpCo") Response to Plaintiffs' Motion to Amend (Doc. #21), MarOpCo's Response to Plaintiffs' Motion to Remand (Doc. #23), Defendants E. Pierce Marshall, Jr. ("Pierce") and Trof, Inc.'s ("Trof") Joinder in MarOpCo's Responses (Docs. #24, 25), and Plaintiffs' Reply (Docs. #27, 28). Additionally, before the Court is Defendant Trof's Motion to Transfer Case (Doc. #14), Defendants Pierce and MarOpCo's Joinder (Docs. #17, 19), Plaintiffs' Responses (Doc. #35, 36), and Defendants' Replies (Doc. #42, 43, 44). Each side argues that the Court should decide their motion first.
This dispute arises from the termination of Preston Marshall's ("Preston") employment by Defendant MarOpCo, Inc. As part of his employment with MarOpCo, Preston signed a mandatory forum-selection clause. That clause states:
Doc. #14, Ex. A. This litigation was originally filed in the 11
On September 21, 2016, Defendant Trof filed a Motion to Transfer Venue (Doc. #14). Defendants Pierce and MarOpCo joined in that Motion (Docs. #17, 19). Plaintiffs responded urging: (1) MarOpCo waived enforcement of the forum clause; (2) Rusk Capital Management, LLC ("Rusk") is a non-signatory, and, therefore, the clause cannot be enforced against them; (3) the Defendants, with the exception of MarOpCo, are non-signatories and, therefore, cannot enforce the clause; (4) the claims asserted against Trof, Pierce, and the Hunter Parties, and majority of the claims asserted against MarOpCo, are not governed by the forum selection clause because as written the clause only covers claims arising "under" the agreement; (5) since most of the claims are not covered by the clause, to avoid splintered litigation, none of the claims or defendants should be transferred under the forum selection clause; and (6) regardless, Plaintiffs' Motion to Amend and Motion to Remand should be decided before Defendants' Motion to Transfer Venue.
Defendants Pierce, MarOpCo, and Trof (collectively, "Moving Defendants")
As to Plaintiffs' Motion to Remand, the Court acknowledges that typically a court would decide its own jurisdiction before a motion to transfer venue. However, as the Moving Defendants point out, it is clear under the operative complaint that the Court has, at least in part, subject matter jurisdiction.
"Not only does `[f]ederal law govern the determination of whether an enforceable forum selection clause exists' but federal law also controls whether [Plaintiffs'] lawsuit falls within the scope of the forum selection clause." Ondova Ltd. Co. v. Manila Industries, Inc., 513 F.Supp.2d 762, 772 (N.D.Tex. June 16, 2007) (quoting Aerus LLC v. Pro Team, Inc., 2005 WL 1131093, at *1 (N.D.Tex. May 9, 2005) and citing Jones v. GNC Franchising, Inc., 211 F.3d 495, 497 (9th Cir.2000) ("federal law governs the analysis of the effect and scope of forum selection clauses.")). Importantly, "[t]he scope of a forum selection clause is not limited solely to claims for breach of the contract that contains it." MaxEn Capital, LLC v. Sutherland, No. H-08-3590, 2009 WL 936895, at *6 (S.D. Tex. April 3, 2009). This Court should "look to the language of the parties' contracts to determine which causes of action are governed by the forum selection clauses." Marinechance Shipping, Ltd. v. Sebastian, 143 F.3d 216, 222 (5th Cir.1998).
Generally, "[c]lauses that extend to all disputes that `relate to' or `are connected with' the contract are construed broadly, while clauses that cover disputes `arising out of' or over `the implementation and interpretation of the contract' are construed narrowly." Pinnacle Interior Elements, Ltd. v. Panalpina, No. 3:09-CV-0430-G, 2010 WL 445927, at *5 (N.D.Tex. Feb. 9, 2010) (quoting Pennzoil Exploration and Production Company v. Ramco Energy Limited, 139 F.3d 1061, 1067 (5th Cir.1998); MaxEn Capital, LLC v. Sutherland, 2009 WL 936895, at *6 (S.D.Tex. Apr.3, 2009)). Therefore, "[w]hether a forum selection clause encompasses other claims depends principally on how broadly the clauses are worded." MaxEn Capital, LLC, 2009 WL 936895, at *6.
The language of the forum selection clause under consideration does not limit itself to only claims "arising out of' the contract. Instead, the clause simply states that the forum selection clause will apply "in the event litigation is necessary." As no limitation was contracted into the clause by the parties, this Court will not insert one. As such, since litigation has been initiated by one signatory against another signatory, the forum selection clause applies to the entire case.
"For the convenience of parties and witnesses, in the interest of justice, a district court may transfer any civil action to any other district or division where it might have been brought or to any district or division to which all parties have consented." 28 U.S.C. § 1404(a). "Because the overarching consideration under§ 1404(a) is whether a transfer would promote the interest of justice, a valid forum-selection clause should be given controlling weight in all but the most exceptional cases." Atl. Marine, 134 S.Ct. at 581.
In this case, Plaintiffs have not identified, nor has this Court found, any exceptional circumstances to justify not giving the forum-selection clauses controlling weight, as dictated by the Supreme Court. All of Plaintiffs' arguments center around how a state court forum would be more appropriate, but, as laid out above, consideration of Plaintiffs Motion to Remand is inappropriate at this time. Accordingly, as the forum selection clause in this case covers the entire litigation, the entire case is transferred pursuant to the contract entered into by Preston and Defendant MarOpCo.
The Moving Defendants' Motion to Transfer Venue is GRANTED. This case IS transferred to the Dallas Division of the Northern District of Texas for resolution.
It is so ORDERED.